Code of Virginia

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Code of Virginia
Title 12.1. State Corporation Commission
Chapter 4. Subordinate Employees of the Commission
3/1/2021

Chapter 4. Subordinate Employees of the Commission.

§ 12.1-18. Subordinates and employees to be appointed to serve at pleasure of Commission.

The Commission shall appoint a clerk and his deputies and assistants, a bailiff, all necessary heads and assistant heads of divisions and bureaus, all necessary regular and special counsel notwithstanding the provisions of Chapter 5 (§ 2.2-500 et seq.) of Title 2.2, and such other subordinates and employees as may be necessary to the proper discharge of its duties, all of whom shall serve at the pleasure of the Commission.

Code 1950, § 12-39; 1971, Ex. Sess., c. 157; 1991, c. 123.

§ 12.1-19. (Effective until January 1, 2021) Duties of clerk; records; copies; personal identifiable information; records related to the administrative activities of the Commission; unauthorized filings.

A. The clerk of the Commission shall:

1. Keep a record of all the proceedings, orders, findings, and judgments of the public sessions of the Commission, and the minutes of the proceedings of each day's public session shall be read and approved by the Commission and signed by its chairman, or acting chairman;

2. Subject to the supervision and control of the Commission, have custody of and preserve all of the records, documents, papers, and files of the Commission, or which may be filed before it in any complaint, proceeding, contest, or controversy, and such records, documents, papers, and files shall be open to public examination in the office of the clerk to the same extent as the records and files of the courts of this Commonwealth;

3. When requested, make and certify copies from any record, document, paper, or file in the clerk's office, and if required, affix the seal of the Commission (or a facsimile thereof) thereto, and otherwise furnish and certify information from the Commission records by any means the Commission may deem suitable; and, except when made at the instance of the Commission or on behalf of the Commonwealth, a political subdivision of the Commonwealth, or the government of the United States, the clerk shall charge and collect the fees fixed by §§ 12.1-21.1 and 12.1-21.2; and any such copy or information, so certified, shall have the same faith, credit, and legal effect as copies made and certified by the clerks of the courts of this Commonwealth from the records and files thereof;

4. Certify all allowances made by the Commission to be paid out of the public treasury for witness fees, service of process, or other expenses;

5. Issue all notices, writs, processes, or orders awarded by the Commission, or authorized by law, or by the rules of the Commission;

6. Receive all fines and penalties imposed by the Commission, all moneys collected on judgments, all registration fees required by law to be paid by corporations, limited liability companies, and other types of business entities, including delinquencies thereof, and all other fees collected by the Commission, and shall keep an accurate account of the same and the disposition of such receipts and shall, at least once in every 30 days during the clerk's term of office, render a statement of all such receipts and collections to the Comptroller, and pay the same into the treasury of the Commonwealth, and shall keep all such other accounts of such collections and disbursements, and shall make all such other reports thereof as may be required by law or by the regulations prescribed by the Comptroller; and

7. Generally have the powers, discharge the functions, and perform the duties of a clerk of a court of record in all matters within the jurisdiction of the Commission. The Commission may designate one or more deputies or assistants of the clerk who may discharge any of the clerk's official duties during the clerk's continuance in office.

B. A person who prepares or submits to the office of the clerk of the Commission a document or any information for filing with the Commission pursuant to Title 8.9A, Title 13.1, or Title 50 is responsible for ensuring that the document or information does not contain any personal identifiable information, unless such information is otherwise publicly available or is required or authorized by law to be included in the document or information provided. For purposes of this subsection, "personal identifiable information" means (i) a social security number or any other numbers appearing on driver's licenses; (ii) information on credit cards, debit cards, bank accounts, or other electronic billing and payment systems; (iii) a date of birth identified with a particular individual; (iv) the maiden name of an individual's parent; or (v) any financial account number. Any person who prepares or submits to the office of the clerk a document for filing that contains personal identifiable information shall be deemed to have authorized the clerk or any member of the clerk's staff to remove, delete, or obliterate, without prior notice, such information prior or subsequent to recording or filing the document in the office of the clerk. Nothing in this subsection shall be deemed to require the clerk to alter any document submitted for filing. The clerk may refuse to accept for filing any document that includes personal identifiable information and return it for modification or explanation. The Commission, its members, the clerk of the Commission, and any member of the clerk's staff are immune from liability in any proceeding arising from any acts or omissions in the implementation of this subsection. This subsection shall not be construed to limit, withdraw, or overturn any defense or immunity that exists under statutory or common law.

C. 1. The Commission shall make available for public inspection records related to the administrative activities of the Commission.

2. Disclosure of such records shall not be required, however, if (i) such records are otherwise covered by applicable legal privileges, (ii) disclosure of such records could threaten the safety or security of the Commission's employees, physical plant, or information technology assets or data, or (iii) such records are not publicly available from other public entities under the laws of the Commonwealth, including §§ 2.2-3705.1 and 2.2-4342.

3. Records held by the clerk of the Commission related to business entities shall be made public or held confidential in accordance with laws and regulations applicable specifically to such records.

4. The Commission shall respond within five business days of receiving requests for administrative records. If it is impracticable to provide the records requested within such time period, the Commission shall notify the requester that an additional seven business days will be required, unless due to the scope of the records requested or length of search necessary to locate them the Commission requires additional time, which shall not be unreasonable in length. When any such requested records are not provided, the Commission shall notify the requester of the basis of the denial.

5. As used in this subsection, "administrative activities" means matters related to the Commission's operational responsibilities and operational functions, including its revenues, expenditures, financial management and budgetary practices, personnel policies and practices, and procurement policies and practices. "Administrative activities" shall not include the Commission's formal or informal regulatory or legal proceedings or activities, records related to which shall be governed, inter alia, by laws and regulations applicable specifically to such regulatory and legal proceedings or activities, or in accordance with applicable legal privileges.

D. Notwithstanding any other provision of law, the clerk may review the circumstances surrounding the execution or delivery of any document associated with any business entity of record in the office of the clerk that was submitted for filing under a business entity statute administered by the Commission pursuant to Title 13.1 or Title 50. If the clerk determines that the person who executed or delivered the document was without authority to act on behalf of the business entity, the clerk is authorized (i) to refuse to accept the document for filing or (ii) if the document has been filed, to summarily remove the document and any documents and data related to the filing from the records in the office of the clerk, correct such records, and provide notice to any business entity affected by the filing. The Commission, its members, the clerk of the Commission, and any member of the clerk's staff are immune from liability in any proceeding arising from any acts or omissions in the implementation of this subsection. This subsection shall not be construed to limit, withdraw, or overturn any defense or immunity that exists under statutory or common law.

Code 1950, § 12-41; 1964, c. 551; 1971, Ex. Sess., c. 157; 1985, cc. 528, 607; 1991, c. 123; 2001, c. 545; 2002, c. 1; 2010, c. 513; 2014, cc. 174, 197, 347.

§ 12.1-19. (Effective January 1, 2021) Duties of clerk; records; copies; personal identifiable information; records related to the administrative activities of the Commission; unauthorized filings.

A. The clerk of the Commission shall:

1. Keep a record of all the proceedings, orders, findings, and judgments of the public sessions of the Commission, and the minutes of the proceedings of each day's public session shall be read and approved by the Commission and signed by its chairman, or acting chairman;

2. Subject to the supervision and control of the Commission, have custody of and preserve all of the records, documents, papers, and files of the Commission, or which may be filed before it in any complaint, proceeding, contest, or controversy, and such records, documents, papers, and files shall be open to public examination in the office of the clerk to the same extent as the records and files of the courts of this Commonwealth;

3. When requested, make and certify copies from any record, document, paper, or file in the clerk's office, and if required, affix the seal of the Commission (or a facsimile thereof) thereto, and otherwise furnish and certify information from the Commission records by any means the Commission may deem suitable; and, except when made at the instance of the Commission or on behalf of the Commonwealth, a political subdivision of the Commonwealth, or the government of the United States, the clerk shall charge and collect the fees fixed by §§ 12.1-21.1 and 12.1-21.2; and any such copy or information, so certified, shall have the same faith, credit, and legal effect as copies made and certified by the clerks of the courts of this Commonwealth from the records and files thereof;

4. Certify all allowances made by the Commission to be paid out of the public treasury for witness fees, service of process, or other expenses;

5. Issue all notices, writs, processes, or orders awarded by the Commission, or authorized by law, or by the rules of the Commission;

6. Receive all fines and penalties imposed by the Commission, all moneys collected on judgments, all registration fees required by law to be paid by corporations, limited liability companies, and other types of business entities, including delinquencies thereof, and all other fees collected by the Commission, and shall keep an accurate account of the same and the disposition of such receipts and shall, at least once in every 30 days during the clerk's term of office, render a statement of all such receipts and collections to the Comptroller, and pay the same into the treasury of the Commonwealth, and shall keep all such other accounts of such collections and disbursements, and shall make all such other reports thereof as may be required by law or by the regulations prescribed by the Comptroller; and

7. Generally have the powers, discharge the functions, and perform the duties of a clerk of a court of record in all matters within the jurisdiction of the Commission. The Commission may designate one or more deputies or assistants of the clerk who may discharge any of the clerk's official duties during the clerk's continuance in office.

B. A person who prepares or submits to the office of the clerk of the Commission a document or any information for filing with the Commission pursuant to Title 8.9A, Title 13.1, or Title 50 is responsible for ensuring that the document or information does not contain any personal identifiable information, unless such information is otherwise publicly available or is required or authorized by law to be included in the document or information provided. For purposes of this subsection, "personal identifiable information" means (i) a social security number or any other numbers appearing on driver's licenses or other documents issued under Chapter 3 (§ 46.2-300 et seq.) of Title 46.2 or the comparable law of another jurisdiction; (ii) information on credit cards, debit cards, bank accounts, or other electronic billing and payment systems; (iii) a date of birth identified with a particular individual; (iv) the maiden name of an individual's parent; or (v) any financial account number. Any person who prepares or submits to the office of the clerk a document for filing that contains personal identifiable information shall be deemed to have authorized the clerk or any member of the clerk's staff to remove, delete, or obliterate, without prior notice, such information prior or subsequent to recording or filing the document in the office of the clerk. Nothing in this subsection shall be deemed to require the clerk to alter any document submitted for filing. The clerk may refuse to accept for filing any document that includes personal identifiable information and return it for modification or explanation. The Commission, its members, the clerk of the Commission, and any member of the clerk's staff are immune from liability in any proceeding arising from any acts or omissions in the implementation of this subsection. This subsection shall not be construed to limit, withdraw, or overturn any defense or immunity that exists under statutory or common law.

C. 1. The Commission shall make available for public inspection records related to the administrative activities of the Commission.

2. Disclosure of such records shall not be required, however, if (i) such records are otherwise covered by applicable legal privileges, (ii) disclosure of such records could threaten the safety or security of the Commission's employees, physical plant, or information technology assets or data, or (iii) such records are not publicly available from other public entities under the laws of the Commonwealth, including §§ 2.2-3705.1 and 2.2-4342.

3. Records held by the clerk of the Commission related to business entities shall be made public or held confidential in accordance with laws and regulations applicable specifically to such records.

4. The Commission shall respond within five business days of receiving requests for administrative records. If it is impracticable to provide the records requested within such time period, the Commission shall notify the requester that an additional seven business days will be required, unless due to the scope of the records requested or length of search necessary to locate them the Commission requires additional time, which shall not be unreasonable in length. When any such requested records are not provided, the Commission shall notify the requester of the basis of the denial.

5. As used in this subsection, "administrative activities" means matters related to the Commission's operational responsibilities and operational functions, including its revenues, expenditures, financial management and budgetary practices, personnel policies and practices, and procurement policies and practices. "Administrative activities" shall not include the Commission's formal or informal regulatory or legal proceedings or activities, records related to which shall be governed, inter alia, by laws and regulations applicable specifically to such regulatory and legal proceedings or activities, or in accordance with applicable legal privileges.

D. Notwithstanding any other provision of law, the clerk may review the circumstances surrounding the execution or delivery of any document associated with any business entity of record in the office of the clerk that was submitted for filing under a business entity statute administered by the Commission pursuant to Title 13.1 or Title 50. If the clerk determines that the person who executed or delivered the document was without authority to act on behalf of the business entity, the clerk is authorized (i) to refuse to accept the document for filing or (ii) if the document has been filed, to summarily remove the document and any documents and data related to the filing from the records in the office of the clerk, correct such records, and provide notice to any business entity affected by the filing. The Commission, its members, the clerk of the Commission, and any member of the clerk's staff are immune from liability in any proceeding arising from any acts or omissions in the implementation of this subsection. This subsection shall not be construed to limit, withdraw, or overturn any defense or immunity that exists under statutory or common law.

Code 1950, § 12-41; 1964, c. 551; 1971, Ex. Sess., c. 157; 1985, cc. 528, 607; 1991, c. 123; 2001, c. 545; 2002, c. 1; 2010, c. 513; 2014, cc. 174, 197, 347; 2020, cc. 1227, 1246.

§ 12.1-19.1. Service of process on the clerk of the State Corporation Commission as statutory agent.

A. Whenever by statute the clerk of the Commission is appointed or deemed to have been appointed the agent of any individual, corporation, limited partnership or other entity for the purpose of service of any process, notice, order or demand, except one issued by the Commission, service on the clerk shall be made by leaving two copies of the process for each defendant, together with the fee or fees specified in subsection G of this section, in the office of the clerk of the Commission. The party seeking service shall recite the statute or other authority pursuant to which process is being served and shall include the mailing address of the defendant in accordance with subsection D or subsection F of this section.

B. The clerk or any of his staff shall forthwith mail the process to the defendant at the address supplied by the party seeking service and shall keep a record thereof. The clerk shall file a certificate of compliance with the requirements of this section with the other papers in the proceeding giving rise to the service.

C. Any process, notice, order or demand issued by the Commission shall be served by being mailed by the clerk of the Commission or any of his staff to (i) the registered agent at his office address on record with the Commission or, if no such agent or address is on record with the Commission, then (ii) the defendant at the address specified in subsection D or provided pursuant to subsection F of this section. The clerk shall keep a record of any such service.

D. The address for the mailing of process pursuant to this section shall be the address on record with the Commission, as follows:

1. The principal office address of a domestic corporation, or, if no such address is on record with the Commission, the address of any officer or director of the corporation.

2. The principal office address of a foreign corporation authorized to transact business in Virginia, or, if no such address is on record with the Commission, the address of any officer or director of the corporation, or, in case of withdrawal from the Commonwealth, the address shown in the application for withdrawal or any change thereto.

3. The principal office address of a limited partnership on record with the Commission pursuant to the Virginia Revised Uniform Limited Partnership Act (§ 50-73.1 et seq.), or, if no such address is on record with the Commission, the address of any general partner or the address listed in a foreign limited partnership's certificate of cancellation or any change thereto.

4. If the defendant is an individual or entity other than one specified in subdivision 1, 2, or 3 of this subsection, the address set forth in any document on record with the Commission which is required or permitted to be filed by or on behalf of the defendant.

E. Except as provided in subsection F of this section, the names and addresses as last filed with the Commission pursuant to law shall be conclusive for the purpose of service of process.

F. Whenever the party or bureau or division of the Commission seeking service has knowledge of a defendant's current address which differs from that on record with the Commission he may, and, in the event the Commission does not have a record of the defendant's address he shall, provide the latest known mailing address of the defendant.

G. The clerk of the Commission shall charge and collect at the time of any service of process on him as statutory agent, thirty dollars for each defendant named in the process, which amount may be recovered as taxable costs by the party to the proceeding giving rise to such service if such party prevails in the proceeding.

1991, c. 672; 2010, c. 675.

§ 12.1-20. Facts to be certified by clerk upon request; signing and sealing; fees.

The clerk of the Commission shall, when requested, certify any one or more of the following facts:

1. That a named domestic corporation is organized and existing under and by virtue of the laws of the Commonwealth and whether it is in good standing.

2. That a named foreign corporation of a named state or other jurisdiction is authorized to transact business in the Commonwealth and whether it is in good standing in the Commonwealth.

3. That a particular security has or has not been registered for sale in the Commonwealth pursuant to the provisions of the Securities Act (§ 13.1-501 et seq.).

4. That a statement or other document required or permitted by law to be filed in the office of the clerk of the Commission has not been filed in that office.

5. The existence or nonexistence of any other fact appearing from the official records of the Commission, unless the disclosure of such fact is forbidden by law, regulation, or legal privilege.

The certificate shall be signed by the clerk or by a member of the clerk's staff and shall be sealed with the seal of the Commission, or a facsimile thereof. Any signature may be a facsimile. When so sealed, the certificate shall be admitted in evidence in all cases, civil and criminal, as prima facie evidence of the facts contained in it.

For each certificate, the clerk shall charge and collect fees pursuant to § 12.1-21.1 or subsection C of § 12.1-21.2.

Code 1950, § 12-41.1; 1962, c. 219; 1971, Ex. Sess., c. 157; 1982, c. 564; 1985, c. 522; 1991, c. 123; 2001, c. 545; 2002, c. 1; 2010, c. 669; 2015, c. 446.

§ 12.1-21. Repealed.

Repealed by Acts 2000, c. 1007, effective July 1, 2001.

§ 12.1-21.1. Fees to be charged by clerk for certain information and certificates.

A. When a request made under subdivision A 3 of § 12.1-19 or under § 12.1-20 relates to the Uniform Commercial Code, or when a request for information is made under Title 8.9A, the clerk of the Commission shall charge and collect, except as otherwise provided in subsection C of § 12.1-21.2, the fees as are fixed by Commission order or rule.

B. Any response or certificate shall be signed by the clerk or a member of his staff. Any signature may be a facsimile.

C. Any certificate to which the seal of the Commission, or a facsimile thereof, is affixed shall be admitted in evidence in all cases, civil and criminal, as prima facie evidence of the facts contained in it.

D. No action shall be brought against the Commission or any member of its staff claiming damages for alleged errors or omissions in any response or certificate.

E. Notwithstanding the provisions of § 8.9A-525, if the Commission determines that a person was falsely identified as a debtor in a financing statement filed in the office of its clerk, it may waive payment of the fees for that person to file a termination statement pursuant to subdivision (d)(2) of § 8.9A-509 and an information statement pursuant to § 8.9A-518.

2000, c. 1007; 2001, c. 545; 2002, c. 1; 2005, c. 308; 2007, c. 239; 2010, c. 669; 2013, c. 757; 2017, c. 486.

§ 12.1-21.2. Miscellaneous charges.

A. For making up, certifying and transmitting a record on appeal the clerk shall charge and collect $50.

B. Except as otherwise provided by law, the Commission may charge and collect the fees as are fixed by order or rule for furnishing and certifying a copy of any document or any information from its records and may charge and collect reasonable fees for providing records from an electronic data processing system, computer database, or any other structured collection of data. Such fees, when collected, shall be set aside and paid into the special fund created under § 13.1-775.1.

C. In addition to other fees prescribed by law, the Commission may charge and collect fees for (i) requested expedited or special handling of business entity or Uniform Commercial Code filings processed in its Clerk's Office, (ii) requested expedited provision of copies of records in its Clerk's Office, or (iii) requested expedited provision of services, or the issuance of certificates, pursuant to subdivision A 3 of § 12.1-19, or under § 12.1-20 or § 12.1-21.1. Such fees, when collected, shall be set aside and paid into the special fund created under § 13.1-775.1.

2001, c. 545; 2002, c. 1; 2006, c. 192; 2010, c. 669; 2017, c. 486.

§ 12.1-22. Repealed.

Repealed by Acts 1991, c. 123.

§ 12.1-23. Duties and powers of bailiff and deputy bailiff.

The bailiff and deputy bailiffs of the Commission shall, in all matters within the jurisdiction of the Commission, have the powers, discharge the functions, and perform the duties of a sheriff or sergeant under the law, shall preserve order during the public sessions of the Commission, and may make arrests and serve and make return on any writ or process awarded by the Commission, and execute any writ, order, or process of execution awarded upon the findings or judgments of the Commission in any matter within its jurisdiction.

Code 1950, § 12-43; 1971, Ex. Sess., c. 157; 1981, c. 100.

§ 12.1-24. Bonds of members of staff.

The Commission may obtain one or more blanket bonds covering members of its staff conditioned for the faithful and lawful performance of their official duties. The surety shall be a surety company authorized to transact business in Virginia. A member of the staff of the Commission who is covered by a blanket bond to the extent of $20,000 shall not be required to furnish a separate bond.

Code 1950, § 12-45; 1968, c. 51; 1971, Ex. Sess., c. 157.